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Spirit AeroSystems Announces Expiration and Results of Cash Tender Offer for Any and All of Its Outstanding 7.500% Senior Secured Second Lien Notes Due 2025

PR Newswire ·  11/21/2023 06:44

WICHITA, Kan., Nov. 20, 2023 /PRNewswire/ -- Spirit AeroSystems Holdings, Inc. [NYSE: SPR] (the "Company") today announced the expiration and results of its wholly owned subsidiary, Spirit AeroSystems, Inc.'s ("Spirit"), offer to purchase for cash (the "Tender Offer") any and all of Spirit's outstanding 7.500% Senior Secured Second Lien Notes due 2025 (CUSIP No. 85205T AL4) (the "2025 Second Lien Notes").

The Tender Offer described herein was made on the terms and conditions set forth in the Offer to Purchase, dated November 8, 2023 (the "Offer to Purchase") and the related Notice of Guaranteed Delivery. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

The Tender Offer expired at 5:00 p.m., New York City time, on November 15, 2023 (such date and time, the "Expiration Date"). For holders who delivered a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Offer to Purchase and Notice of Guaranteed Delivery, the deadline to validly tender 2025 Second Lien Notes using the guaranteed delivery procedures set forth in the Offer to Purchase (the "Guaranteed Delivery Procedures") was 5:00 p.m., New York City time, on November 17, 2023.The Settlement Date for the Offer is expected to be November 21, 2023 (the "Settlement Date").

According to the information received from Global Bondholder Services Corporation, the Tender Agent and Information Agent for the Tender Offer, as of the Expiration Date, $1,107,975,000 aggregate principal amount of the 2025 Second Lien Notes were validly tendered and not validly withdrawn. In addition, $219,000 aggregate principal amount of the 2025 Second Lien Notes were tendered pursuant to the Guaranteed Delivery Procedures. The table below provides certain information about the tender offer, including the aggregate principal amount of the 2025 Second Lien Notes validly tendered and not validly withdrawn prior to the Expiration Date.

Overall, Spirit plans to accept for purchase $1,108,194,000 aggregate principal amount of 2025 Second Lien Notes under the Tender Offer (including 2025 Second Lien Notes delivered pursuant to the Guaranteed Delivery Procedures).

Series of Notes

CUSIP
Numbers

Aggregate
Principal Amount
Outstanding

Aggregate
Principal
Amount
Tendered and
Accepted for
Purchase

Tender
Consideration(1)

7.500% Senior
Secured
Second Lien
Notes due 2025

85205T AL4

(144A)
U84591 AD5

(Reg S)

$1,200,000,000

$1,108,194,000

$1,007.80

(1)

Reflects total consideration per $1,000 principal amount of the 2025 Second Lien Notes. Does not include accrued but unpaid interest, which will also be payable as provided in the Offer to Purchase.

Holders of 2025 Second Lien Notes must validly tender and not validly withdraw their 2025 Second Lien Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, prior to the Expiration Date in order to be eligible to receive the Tender Consideration for each $1,000 principal amount of the 2025 Second Lien Notes in cash on the Settlement Date. In addition to the Tender Consideration, Holders whose 2025 Second Lien Notes are accepted for purchase will receive a cash payment representing the accrued and unpaid interest on such 2025 Second Lien Notes from the last interest payment date up to, but not including, the Settlement Date. Interest will cease to accrue on the Settlement Date for all accepted 2025 Second Lien Notes, including those tendered through the Guaranteed Delivery Procedures.

Morgan Stanley & Co. LLC is acting as the sole Dealer Manager for the Tender Offer. Global Bondholder Services Corporation has been retained to serve as the Tender and Information Agent for the Tender Offer. Questions regarding the Tender Offer may be directed to Morgan Stanley & Co. LLC at: (800) 624-1808 (toll-free) or (212) 761-1057 (collect). Requests for the Offer to Purchase should be directed to Global Bondholder Services Corporation at (banks or brokers) (212) 430-3774 or (toll free) (855) 654-2015 or by email to [email protected]. The Offer to Purchase, and the related Notice of Guaranteed Delivery can be accessed at the following link:

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, or an offer to purchase or a solicitation of an offer to sell any securities. Neither this press release nor the Offer to Purchase is an offer to sell or a solicitation of an offer to buy any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. In any jurisdiction in which the Tender Offer is required to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Spirit by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Spirit AeroSystems Inc.

Spirit is one of the world's largest manufacturers of aerostructures for commercial airplanes, defense platforms, and business/regional jets. With expertise in aluminum and advanced composite manufacturing solutions, the company's core products include fuselages, integrated wings and wing components, pylons, and nacelles. Also, Spirit serves the aftermarket for commercial and business/regional jets. Headquartered in Wichita, Kansas, Spirit has facilities in the U.S., U.K., France, Malaysia and Morocco.

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